Disposition of Membership Interests. Section 4.01
Disposition of Membership Interests. 17 1. Disposition.............................................................17 2. Dispositions Not in Compliance with this Article Void...................17 ARTICLE XII
Disposition of Membership Interests. ADMISSION OF ASSIGNEES 11
Disposition of Membership Interests. (a) No Membership Interest may be Disposed of, in whole or in part, without the prior written consent of all of the Members, which consent may be withheld by any such Member in its sole discretion.
(b) The Person to which a Membership Interest is sold, assigned, transferred or exchanged shall have no right to be admitted as a Member of the Company unless (i) the Membership Interest is sold, assigned, transferred or exchanged by a Member who was properly admitted as such pursuant to the terms hereof, (ii) each Member effecting the sale, assignment, transfer or exchange and the Person to whom the Membership Interest is sold, assigned, transferred or exchanged executes and delivers a document to the other Members containing a representation and warranty by each Member effecting such sale, assignment, transfer or exchange and the Person to which such Membership Interest is sold, assigned, transferred or exchanged to the effect that such sale, assignment, transfer or exchange was made in accordance with all laws and regulations, including securities laws, applicable to such Member or Person, as appropriate, and (iii) all of the requirements of Section 3.3(c) hereof are satisfied with respect to such admission.
(c) Subject to the provisio in Section 3.3(a) above, a Person to whom a Membership Interest is sold, assigned, transferred or exchanged shall be admitted as a Member of the Company if (i) all of the existing Members consent to such admission, which consent may be withheld by any such Member in its sole discretion, and (ii) the Members receive a document setting forth (A) the notice and payment address and facsimile number of the Person to be admitted to the Company as a Member, (B) the written acceptance by such Person of all the terms and provisions of this Agreement, (C) an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest being obtained, (D) a power of attorney in the form of Section 9.1 hereof executed by such Person and (E) the effective date of the sale, assignment, transfer or exchange.
Disposition of Membership Interests. If, after compliance with the provisions of this Section 9.05, any Membership Interests are Disposed of by a Member to any Person not a party to this Agreement, such Disposition shall be consummated pursuant to and in compliance with Section 9.02(b). Following such Disposition, the terms “Member” and “Members” shall be deemed to mean and include such permitted Transferee for all purposes of this Agreement.
Disposition of Membership Interests. Notwithstanding anything herein to the contrary, without the unanimous consent of the Board, the Board shall cause Company to not issue any equity interests (other than the Class A Preferred Units) to any Person other than Member.
Disposition of Membership Interests. TAG-ALONG; DRAG-ALONG; INITIAL PUBLIC OFFERING 11 Section 4.1 Dispositions of Membership Interests 11 Section 4.2 Permitted Dispositions 12 Section 4.3 Tag-Along Rights 13 Section 4.4 Drag-Along Rights 14 Section 4.5 Initial Public Offering 15 ARTICLE V CAPITAL CONTRIBUTIONS 16 Section 5.1 Initial Capital Contributions 16 Section 5.2 Additional Capital Contributions 16 Section 5.3 Loans 16 Section 5.4 Return of Contributions 16 ARTICLE VI DISTRIBUTIONS AND ALLOCATIONS 16 Section 6.1 Distributions 16 Section 6.2 Allocations of Profits and Losses 16 Section 6.3 Limitations on Distributions 16 ARTICLE VII MANAGEMENT 17 Section 7.1 Management by Board of Directors 17 Section 7.2 Number; Qualification; Tenure; Chairman of the Board 17 Section 7.3 Regular Meetings 18 Section 7.4 Special Meetings 18 Section 7.5 Notice 18 Section 7.6 Action by Consent of Board 18 Section 7.7 Conference Telephone Meetings 18 Section 7.8 Quorum and Action 18 Section 7.9 Vacancies; Increases in the Number of Directors 19 Section 7.10 Committees 19 Section 7.11 Removal 20 ARTICLE VIII OFFICERS 20 Section 8.1 Officers 20 Section 8.2 Election and Term of Office 20 Section 8.3 Chief Executive Officer 20 Section 8.4 President 21 Section 8.5 Vice Presidents 21 Section 8.6 Chief Financial Officer 21 Section 8.7 Secretary 21 Section 8.8 Removal 21 Section 8.9 Vacancies 22 ARTICLE IX INDEMNITY AND LIMITATION OF LIABILITY 22 Section 9.1 Indemnification 22 Section 9.2 Liability of Indemnitees 24 ARTICLE X TAXES 24 Section 10.1 Taxes 24 ARTICLE XI BOOKS, RECORDS, AND BANK ACCOUNTS 25 Section 11.1 Maintenance of Books 25 Section 11.2 Bank Accounts 25 ARTICLE XII DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION 25 Section 12.1 Dissolution. 25 Section 12.2 Winding-Up and Termination 26 Section 12.3 Deficit Capital Accounts 27 Section 12.4 Certificate of Cancellation 27 ARTICLE XIII MERGER, CONSOLIDATION OR CONVERSION 27 Section 13.1 Authority 27 Section 13.2 Procedure for Merger, Consolidation or Conversion 27 Section 13.3 Approval by Members of Merger, Consolidation or Conversion 28 Section 13.4 Certificate of Merger, Consolidation or Conversion 29 ARTICLE XIV GENERAL PROVISIONS 29 Section 14.1 Notices 29 Section 14.2 Entire Agreement; Superseding Effect; Creditors 30 Section 14.3 Effect of Waiver or Consent 30 Section 14.4 Amendment or Restatement 30 Section 14.5 Binding Effect 32 Section 14.6 Applicable Law 32 Section 14.7 Forum; Venue and Jurisdiction 32 Section 14.8 Further Assurances 32 Se...
Disposition of Membership Interests. A Disposition of Units may only be made if (1) such Disposition complies with the provisions of Section 7.1 and (2) such Disposition is:
(i) made to a Permitted Transferee of the Disposing Member;
(ii) made in connection with a ROFO Disposition in accordance with Section 7.3;
(iii) made in connection with a Drag-Along Transaction in accordance with Section 7.4;
(iv) made in connection with a Tag-Along Sale in accordance with Section 7.5;
(v) made in connection with an IPO in accordance with Section 7.6, Section 10.7 or Sections 8.2 and 8.4; or
(vi) a Disposition made to the Company (or applicable transferee) pursuant to an Equity Award Agreement.
Disposition of Membership Interests. No Member shall have the right to Transfer all or any portion of its Membership Interests and any attempted Transfer of a Membership Interest will be null and void ab initio. Each Member hereby acknowledges the reasonableness of the prohibition contained in this Article XII in view of the purposes of the Company and the relationship with the other Member.
Disposition of Membership Interests. 27 13.1 Disposition..........................................................................27
